[Form 4] Bitcoin Depot Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Brandon Mintz, CEO and director of Bitcoin Depot Inc. (ticker shown as BTM/BTMWW), reported multiple share transactions in early September 2025. The Form 4 shows sales executed under a Rule 10b5-1 trading plan entered May 31, 2025, with aggregated sales across September 5, 8 and 9, 2025 at weighted average prices in the $3.42–$3.72 ranges. The filing records specific sales and conversions: sales of Class A common stock on 09/05/2025, 09/08/2025 and 09/09/2025, conversions of Class M common stock into Class A common stock on 09/09/2025, and related indirect holdings through BD Investment Holdings LLC and BD Investment Holdings II LLC. The filing also corrects prior reporting items regarding direct versus indirect ownership and notes an omission of 178,166 directly held Class A shares in an earlier Form 4. The filing was signed by an attorney-in-fact on behalf of Mr. Mintz on 09/09/2025.

Positive

• Sales were effected under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading claims
• Filing corrects prior reporting errors by clarifying direct ownership of 178,166 Class A shares and indirect holdings through affiliated LLCs, improving disclosure

Negative

• Multiple sales by the CEO in early September 2025 reduced his reported direct holdings in Class A common stock
• Prior Form 4 contained misstatements/omissions regarding direct versus indirect ownership, necessitating corrective disclosure

Insights

Securities Analyst

TL;DR: Insider executed preplanned stock sales and reported post-transaction conversions and ownership corrections; activity appears procedural rather than a new strategic shift.

The Form 4 documents sales by the CEO under a previously established Rule 10b5-1 plan, with multiple tranches sold on 09/05/2025, 09/08/2025 and 09/09/2025 at weighted-average prices disclosed within $3.42–$3.72 ranges. The filing also records conversions of Class M into Class A shares and clarifies direct versus indirect beneficial ownership across related holding entities. Material for investors: the disclosure corrects prior reporting errors by identifying 178,166 Class A shares directly held by Mr. Mintz and shows substantial indirect holdings via affiliated LLCs. This is a compliance-and-ownership update tied to prior corporate restructuring rather than a new corporate action.

Corporate Governance Expert

TL;DR: The report focuses on compliance, 10b5-1 plan sales and cleanup of prior reporting inaccuracies.

The filing emphasizes that the sales were effected pursuant to an established 10b5-1 plan, and provides weighted-average price ranges for the multiple transactions. It explains an earlier unwinding of an Up-C structure that resulted in issuance of Class M shares and states conversion mechanics (one-for-one upon transfer to unaffiliated parties). The Form 4 also corrects previous misstatements regarding which entities directly versus indirectly own specific share blocks, improving transparency on insider holdings and control relationships.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mintz Brandon Taylor

(Last) (First) (Middle)

C/O BITCOIN DEPOT INC.,

2870 PEACHTREE ROAD NE, SUITE 327

(Street)

ATLANTA GA 30305

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bitcoin Depot Inc. [ BTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	09/05/2025		S(1)		74,857	D	$3.4869(2)	68,116	D
Class A common stock	09/08/2025		S(1)		68,116	D	$3.6329(2)	0	D
Class A common stock	09/09/2025		C		41,193	A	$0	41,493	D
Class A common stock	09/09/2025		S(1)		41,193	D	$3.66(2)	0	D
Class A common stock	09/09/2025		C		146,807	A	$0	146,807	I	By BD Investment Holdings LLC(3)
Class A common stock	09/09/2025		S(1)		146,807	D	$3.66(2)	0	I	By BD Investment Holdings LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class M Common Stock	$0(4)	09/09/2025		C			41,193	09/09/2025(4)	09/09/2025(4)	Class A Common Stock	41,193	$0(4)	0	D
Class M Common Stock	$0(4)	09/09/2025		C			146,807	09/09/2025(4)	09/09/2025(4)	Class A Common Stock	146,807	$0(4)	1,030,047	I	By BD Investment Holdings LLC(3)
Class M Common Stock	$0(4)	09/09/2025		C			0	09/09/2025	09/09/2025	Class A Common Stock	0	$0	39,974,977	I	By BD Investment Holdings II LLC(3)

Explanation of Responses:

1. The sale of stock reflected in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Persons on May 31, 2025.

2. The sales price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions on (i) September 5, 2025 at prices ranging from $3.42 to $3.55, (ii) on September 8, 2025 at prices ranging from $3.53 to $3.72 and (iii) on September 9, 2025 at prices ranging from $3.53 to $3.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

3. Mr. Mintz is the sole managing member of each of BD Investment Holdings LLC and BD Investment Holdings II LLC and controls voting and dispositive power over shares held by such entities.

4. Shares of the Issuer's Class M Common Stock automatically convert into the Issuer's Class A Common Stock on a one-for-one basis upon the transfer by any Reporting Persons to a person or entity unaffiliated with Mr. Mintz.

Remarks:

On May 30, 2025, the Issuer, Mr. Mintz and entities affiliated with Mr. Mintz undertook a transaction (the "Transaction") whereby the Issuer's former "Up-C" structure was unwound and Mr. Mintz and such affiliated entities received one share of Class M Common Stock in exchange for each share of Class V Common Stock indirectly held by them through BT Assets, Inc. immediately prior to consummation of the Transaction. The Transaction resulted in Mr. Mintz and his affiliated entities receiving only the shares they were entitled to under the Up-C structure prior to giving effect to the Transaction. The Form 4 filed in connection with the Transaction inadvertently (i) listed all shares of Class M Common Stock held by BD Investment Holdings LLC and BD Investment Holdings II LLC as directly held by Mr. Mintz and (ii) omitted the direct beneficial ownership by Mr. Mintz of 178,166 shares of the Issuer's Class A Common Stock.

	/s/ Felicity Lewis, as attorney-in-fact for Brandon Mintz	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Brandon Mintz report on the Form 4 for Bitcoin Depot (BTM/BTMWW)?

The Form 4 reports multiple sales of Class A common stock on 09/05/2025, 09/08/2025 and 09/09/2025 executed under a Rule 10b5-1 plan, conversions of Class M into Class A on 09/09/2025, and related indirect holdings through affiliated LLCs.

Were the sales by Mr. Mintz part of an approved trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan entered into on May 31, 2025.

Did the Form 4 correct any prior reporting errors?

Yes. It corrects earlier misstatements by clarifying that Mr. Mintz directly beneficially owns 178,166 Class A shares and by distinguishing shares held directly versus indirectly through BD Investment Holdings LLC and BD Investment Holdings II LLC.

What price ranges were disclosed for the reported sales?

The filing provides weighted-average sales prices and states transactions occurred at prices ranging from $3.42 to $3.55 on 09/05/2025, $3.53 to $3.72 on 09/08/2025, and $3.53 to $3.70 on 09/09/2025.

How do Class M shares convert to Class A shares according to the filing?

The filing states Class M common stock automatically converts into Class A common stock on a one-for-one basis upon transfer by any reporting persons to an unaffiliated person or entity.